Fitch Rates Societe Generale's Barton Capital LLC Asset Backed Commercial
NEW YORK -- March 20, 2013
Fitch Ratings has assigned an 'F1sf' rating to the asset backed commercial
paper (ABCP), including callable and puttable commercial paper issued by
Barton Capital LLC (Barton), a partially supported multi-seller ABCP conduit
sponsored by Societe Generale (SG; IDR rated 'A+' Rating Watch Negative/'F1+'
The rating is based on the credit and liquidity support provided by SG, the
credit quality of the assets purchased by Barton, the managerial capabilities
of SG, and the program's legal structure.
Barton is a multi-seller, ABCP conduit program established in 1991. The
conduit is structured as a special purpose, bankruptcy-remote, Delaware
corporation. Its sole purpose is to issue 4(2) ABCP and use the proceeds to
purchase and finance securitized receivables pools, loans, future revenue
transactions and other financial assets. Barton issues CP with a maximum tenor
of 270 days.
SG serves as the servicing agent and is responsible for managing the
day-to-day operations of the conduit. SG's responsibilities include
negotiating and structuring all asset purchases, monitoring asset performance,
arranging for the issuance and payment of CP, arranging transaction-specific
credit and liquidity facilities and hedge agreements, and making funding
requests under the applicable liquidity and credit agreements, if necessary.
SG is currently Barton's sole liquidity and PWCE provider. Additional
liquidity coverage may be provided by other diversified sources. Subject to
certain restrictions, liquidity is available to fund for 100% of the face
amount of ABCP outstanding and PWCE is sized at 8% of the aggregate
outstanding advances made by Barton subject to a floor of $500 million.
As a bankruptcy-remote entity, Barton may not incur any indebtedness other
than the issuance of ABCP, requisite hedging obligations, draws pursuant to
the liquidity agreements, the irrevocable LOC, and other incidental amounts
permitted under the organizational documents. All parties contracting with
Barton have agreed not to file or join in filing bankruptcy proceedings
against Barton until one year and one day after all outstanding CP is paid in
SG will provide Fitch with monthly reporting on the conduit. Fitch monitors
the conduit regularly and as warranted by events.
KEY RATING DRIVERS:
The rating is based on the 8% program-wide credit enhancement and 100%
liquidity support provided by SG, the credit quality of the assets purchased
by Barton, the managerial capabilities of SG, and the program's legal
Per Fitch's Global Rating Criteria for Asset Backed Commercial Paper (November
2012): SG's rating, as liquidity provider, is a key element in determining the
rating of the ABCP benefiting from its support. Given the contractual and
practical relationships between conduits and the entities that provide
liquidity and credit support to them (typically the sponsoring financial
institution), ABCP will have short-term credit ratings not higher than the
ratings of the liquidity and credit support providers. Therefore, ABCP ratings
are most sensitive to changes to them. This is the case for the ratings Fitch
assigns to the notes issued by both fully and partially supported conduits.
Fitch's initial rating analysis as well as its surveillance process for
partially supported programs involves a review of the
sponsoring/administrating entity's ability to underwrite, structure, and
actively manage transactions such that the support afforded them is adequate
given the transactions' credit risk.
Additional information is available at 'www.fitchratings.com'. The ratings
above were solicited by, or on behalf of, the issuer, and therefore, Fitch has
been compensated for the provision of the ratings.
Applicable Criteria and Related Research:
--'Global Rating Criteria for Asset-Backed Commercial Paper' (November 2012);
--'Global Structured Finance Rating Criteria' (June 2012);
--'Counterparty Criteria for Structured Finance Transactions' (May 2012).
Applicable Criteria and Related Research
Global Rating Criteria for Asset-Backed Commercial Paper
Global Structured Finance Rating Criteria
Counterparty Criteria for Structured Finance Transactions
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Phillip Chan, +1 212-908-0745
Fitch Ratings, Inc.
One State Street Plaza
New York, NY 10004
Helen Anagnostos, +1 212-908-0876
Kevin Corrigan, +1 212-908-9156
Sandro Scenga, +1 212-908-0278
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